ePals Completes First Tranche of Private Placement of Senior Secured Convertible Debentures

Not for Distribution to United States Newswire Services or for Dissemination in the United States

Marketwired

TORONTO--(Marketwire - Mar 21, 2013) - ePals Corporation (TSX VENTURE: SLN) ("ePals" or the "Company") has completed the first tranche of its previously announced non-brokered private placement of senior secured convertible debentures (the "Debentures"), issuing Debentures in an aggregate principal amount of $3,000,000. The debentures were purchased by Difference Capital Funding Inc. ("DCF") and the Zolt-Gilburne 2012 Family Trust ("ZG"), an entity controlled by ePals Chairman and Chief Executive Officer, Miles Gilburne, and co-founder and Board member, Nina Zolt. As previously announced, DCF and ZG have committed to purchase, collectively, Debentures an aggregate principal amount of up to $7,500,000.

The Company intends to use the net proceeds of the offering for general corporate purposes and working capital. Additional closings of the private placement are anticipated to occur on or prior to April 29, 2013.

The definitive terms and conditions of the Debentures are set forth in the trust indenture (the "Indenture") dated March 20, 2013 between the Company and Olympia Transfer Services Inc., as trustee, a copy of which will be available under the Company's SEDAR profile at www.sedar.com. The description of the Debentures in this press release is qualified in its entirety by the terms and conditions of the Debentures as set out in the Indenture.

The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States unless registered under the U.S. Securities Act or unless an exemption from registration is available.

About ePals Corporation

ePals Corporation (TSX VENTURE: SLN) is an education media company and the leading Global Learning Network. Focused on the K-12 market, ePals offers elementary and secondary school administrators, teachers, students and parents worldwide a safe and secure platform for building educational communities, providing quality digital content and facilitating collaboration for effective 21st century learning. ePals' award-winning products include: the ePals Global Community®; Learn365™; In2Books®, a common core eMentoring program that builds reading, writing and critical thinking skills; and popular children's educational publishing brands including Cricket® and Cobblestone®. ePals customers and partners include the International Baccalaureate, Microsoft Corporation, Dell Inc., IBM Corp., National Geographic and leading school districts across the United States and globally. ePals serves approximately 1 million classrooms and reaches millions of teachers, students and parents in approximately 200 countries and territories. Visit www.corp.epals.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. These forward-looking statements include, among others, statements regarding the expected use of proceeds of the private placement and subsequent closings of the private placement. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits the Company will derive therefrom. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Contact:
FOR FURTHER INFORMATION PLEASE CONTACT:

Aric Holsinger
Chief Financial Officer
ePals Corporation
Phone: (703) 885-3400
aholsinger@corp.epals.com

Cory Pala
Investor Relations
E.vestor
Phone: (416) 657-2400
cpala@corp.epals.com

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